Things Aren't Always So Magical at Midnight
by Ginny3
Summary: Agent Phil Coulson's having a rather rough night. Reluctantly he lets May and Simmons help him through it. Starts soon before "The Well" ends and continues from there.
1. Chapter 1

Agent Phil Coulson entered the cockpit as he always did, closing the door carefully behind him and taking a hesitant step towards May in silence.

"What's up Phillip?" May asked without turning around. She adjusted a few controls and sat back, waiting for her boss to come further into the cockpit and start the conversation. It was a well rehearsed dance, one they took part in at least twice a day.

Phil smiled at her use of his full name. She was the only one, outside of his late grandmother, who ever called him "Phillip". He came all the way in and took a seat in the co-pilots chair. He fiddled with a few things, until May glared at him.

"How did you know it was me?" he asked.

May just snorted a little. "You are the only one who comes in here quietly. In case you haven't noticed, our team is a little loud," she pointed out.

"Our team?" Phil teased as he turned sideways in the chair to face May.

"Our team," she repeated.

"How fast can we get this thing on the ground?" Phil asked cryptically.

"Depends, you want to still be alive at the end of the day?" May smirked.

"Preferably," Phil deadpanned.

"What's up?" she repeated.

"I just think we all need a break. Let's go off the grid for the night, relax. It's been a rough few weeks." Phil fidgeted in his seat like a little kid, a trait May actually found quite endearing.

"Make a call and find use a location," May replied as she made a mental note of where they might be able to touch down in the next hour or so.

"You call," Phil said as he got up. "Not in the mood to deal with Fury tonight," he muttered.

"Chicken," May teased as she started to patch the call through.

"Yep," Phil replied as he closed the door behind him.

An hour later the plane was safely on the ground in an "undisclosed" location. To be honest only May knew exactly where they were, the rest didn't really care all that much to bother going to the command center to figure it out.

Fitz-Simmons had made everyone dinner, spaghetti and meatballs with plenty of garlic bread and at Phil's request, salad. They all sat around the large table in the galley, eating like the slightly dysfunctional family they had become. Conversations flowed freely and everyone seemed to genuinely enjoy themselves. Skye volunteered herself and Ward for cleanup duty while Jemma and Fitz went to the lab to do what Skye termed "nerd things".

Ward's contribution to cleaning up turned out to be clearing two plates, sitting at the island and almost falling asleep sitting up. Skye sent him to the lounge to relax, knowing he had to be exhausted from the events of the day and the mild sedative Jemma convinced him to take a few hours earlier. When the kitchen was clean Skye joined him in the lounge, changing the channel from a basketball game to a nice romantic comedy as Ward was sound asleep.

Phil and May worked for a while in the conference room, finishing up the reports on the events of the day. She could tell he was distracted, which was fast becoming his default setting. Ever since he'd undergone his medical check-up only to find out he was basically fine, he was a little off. As he put it, he was "different". May couldn't put her finger on what was different and she knew he couldn't either. She knew sooner or later he would talk, when he had figured everything out in his own mind. He was in general a man of few words and when he did talk, the conversation was usually short and to the point. There were times she wished he talked more, kept less inside, but after years of working with him, she was used to his ways.

When their work was done they wandered around to check on the rest of the team. They found Skye and Ward sound asleep on the L-shaped couch in the lounge, heads touching, her arm stretched out and resting on his shoulder. Phil motioned for May to be quiet as they carefully covered them up with the blankets which were tucked away in the closet.

Fitz-Simmons were still in the lab talking and laughing quietly, oblivious to the fact the two senior agents were watching them.

"This was a good idea," May said as they headed for the stairs. "They needed this."

"We all needed it," Phil said quietly. He fidgeted a bit, shifting his weight from one foot to the other.

May took a chance, sensing maybe he wanted to talk a bit. "You want some tea?" she offered. Phil thought about her offer for a minute before declining with a shake of the head and a quiet "good night". She let him go without another word, watching him as he headed for his quarters.

The nightmare woke him at 12:37AM, after he'd only been asleep for a little over an hour. He jolted awake , sweating, shaking and close to hyperventilating. It wasn't his first one but it was by far the one that had freaked him out the most. It was just too vivid.

He sat up quickly, too quickly as his vision dimmed. He continued to breathe way too fast as his mind cleared enough to realize he probably shouldn't be and definitely didn't want to be, alone. He ran through his options, deciding May would come quickly, won't ask too many questions and she, by far, knew him the best. He hit the intercom, hoping he didn't wake her.

May was reading in her bed when she heard his voice. "Are you awake?" he asked in a ragged voice, which startled her.

"What's wrong," she asked as she swung her feet over the edge of her bed and shoved them into her slippers. She grabbed a fleece and pulled it on over her head before him even answered her.

"Nightmare," he muttered, his reply coming out as a cross between a question and a statement.

"Be right there," May assured him.

By the time she got to him room about 30 seconds later Phil had managed to turn on the light on the bedside table but not much else. He was still breathing way too fast, shaking and not quite oriented. Sitting cross legged with his head in his hands he didn't look up when he heard her come in.

Knowing him as she did, May just came in the room quietly and sat down on the bed, mirroring his position. She was going to just let him take the lead and tell her what he wanted but his breathing was way too irregular for her to just sit there and not do anything. She leaned forward a little until her forehead rest against the top of his head. She held her hands out and he dropped his hands down in his lap, holding hers tightly.

"Take a deep breath and hold it," she coached as she took a deep breath of her own. It took a long few minutes of measured breathing for her to feel certain he wasn't going to pass out. Phil eventually sat up and rested his head against the headboard. "I'll be right back," she said as she slid off the bed to get a cool, damp cloth from his bathroom.

Phil took the cloth with a weak but grateful smile. He ran it over his face and the back of his neck before handing it back to May. She pulled a dry t-shirt out of his drawer and handed it to him. He made a half-hearted attempt to pull his damp shirt off but he was still sitting there with one arm in and one arm out of his black t-shirt when May returned from the bathroom with a glass of water.

"Work with me, Phil," she said quietly as she reached help him completely out of the shirt. She tossed it in the corner as he held dry white shirt in his one hand while he carefully traced the scar with his other.

May tried not to stare at the ragged scar on his chest, she'd only seen a bit of it a week earlier.

"You can look," Phil said as he glanced up at her.

May just smiled sadly and helped him into the shirt. "Drink a little," she said as she handed him the glass and shifted their focus away from his scar. They both realized quickly how much Phil was still shaken up as his teeth chattered against the glass. He was holding it in both hands and still managed to spill some. May sat back down in front of him, reaching to tip up his chin so he would look at her. "Phil, let me wake Jemma. I want her to check you out."

"No, I'm fine," he insisted as he swung his legs over the side of the bed, stood up and proceeded to crumble to the floor in a heap.

"Now can I wake her?" May asked with a well arched eyebrow. She waited for what she thought would be a smart-ass comeback but it never came. Phil merely gave a slight nod and held his hands up to have her help him up. May wordlessly helped him back up into bed. He instantly curled up and she pulled over blanket over him. On a whim she knelt down and pressed her hand to his cheek, "I'll be right back. Try to relax." Phil took a shallow breath, swallowed hard and gave a little nod.

May took a minute in the hallway to pull herself together before heading to find Jemma. She wasn't in her room or the lab, that left one likely place for her to be….Fitz's room. May sent up a little prayer that she wasn't about to walk in on an awkward situation. She shouldn't have worried. The two young scientists were sitting side by side on his bed listening to music.

"Agent May," they both stuttered at once as they move apart from each other.

"We were just listening to some new music," Jemma started to explain. "Do you need something?" she asked, wondering why May had been looking for them at nearly one in the morning.

"Can you come with me and take a look at Agent Coulson?"

"Of course, what's wrong?"

"Not sure, he had a nightmare but he's still a little out of it. Just want you to check him out a little, take his vitals, I don't know," May said, clearly upset by the whole situation.

"Of course," Jemma replied. "I'll just run and get a few things. He's in his quarters?"

"Yes, was sitting on his bed when I left him."

"Should I come," Fitz asked more than a little unsure about what to do.

"I think we're okay," May said as she turned to head back to Phil.

Fitz looked both annoyed and relieved as he turned back towards his bed.

Much to May's surprise Phil was right on the bed where she had left him. Curled up on his side, he faced away from the door. He didn't move as she came quietly into the room. She sat down carefully on the bed and touched his shoulder. He jumped at the contact, "It's okay, it's just me," May whispered as he rolled over onto his back. He was still shaking and she was very glad she'd gone to find Jemma. Phil propped himself up on his elbows a little and looked around. "She's on her way," May said, answering his unanswered question.

Jemma appeared in the doorway, a little unsure if there was any protocol involved in going into Phil's room. She'd been in his quarters plenty of times, just not his bedroom.

"Come in Jemma," Phil said with as much of a smile as he could muster. "It's okay," he tried to reassure her.

The young woman came into the room quietly, placing her bag on the edge of the bed. May stood up and went to leave the room.

"Stay," Phil whispered. She nodded and moved out of the way.

"So Agent Coulson, what seems to be the matter?" Jemma asked.

"I had a nightmare. Guess I'm still a little shaky, May panicked and here we all are," he said, trying for indifference but missing by a mile.

"A little shaky you say. How about you sit up and hold your arms out in front of you?"

Phil held his them out, swallowing hard as he watched his hands and arms shake much more than he had expected. A genuine look of fear passed over his face as he quickly pulled his arms back wrapping them around himself. Jemma motioned for him to move over a little so she could sit on the edge of the bed. She pulled the digital blood pressure cuff out of her bag. Phil reluctantly held his arm out to her. She took the reading and frowned. Phil looked at the numbers, squinting as he tried to read them.

"I'm n-no expert but I don't think they're su-supposed to be that high," he stuttered as he felt his breathing get a little too fast and shallow again.

"No, they are not," Jemma agreed as she pulled the velcro loose and put the cuff back in her bag. She tentatively reached out to press her fingers to his neck to check his pulse. "Just relax," she said quietly. Phil did his best to relax while she glanced at her watch and counted the beats of his racing heart. "We'll just call that way too fast," she said with a sigh.

Phil just nodded and sat up a little more, struggling to regulate his breathing. Jemma motioned for May to sit down on the other side of him. She gently rubbed his back while Jemma turned her attention back to her bag. She pulled out a paper bag, sensing Phil was about to need it.

"Sir, take a deep breath," Jemma urged as she realized he was rapidly spiraling towards hyperventilating.

"Jemma, I'm t-trying not to pass out, don't c-call me Sir," Phil spit out as he tried his best to get things under control. He failed miserably and Jemma grabbed the paper bag. May rubbed his back while Jemma helped him breathe into the bag.

After a long few minutes he calmed down enough so they were convinced he wouldn't pass out, at least not at that very moment. He settled back down against the pillows.

"Now what," he whispered.

"Sir…Agent Coulson I'd really like to give you something to help you calm down a little."

"Scotch?" Phil asked hopefully. May let out a little snort.

"Not quite what I had in mind," Jemma laughed. "But I am glad to see your sense of humor is back."

"I'll take whatever you think I should," he agreed quietly. Jemma nodded and reached into her bag. She handed him an Ativan and the glass of water. "Will it knock me out?"

"Knock you out, probably not in the next ten minutes. Help you relax and fall asleep, yes. After all, it is the middle of the night," Jemma teased a little.

"I'm going to step out for a few minutes," May said. "Do you need anything?" she asked Phil as she patted his shoulder before getting up.

"Ginger ale," he answered quietly as he swung his legs over the side of the bed to get up. May took a step to stop him but he put his hand up to let her know he was going to be fine. She smiled slightly and headed out of the room. "I tried to get up earlier and ended up on the floor," Phil explained to Jemma.

"Well, then let's just sit for a few minutes, before you get up, shall we?" Jemma asked as she sat next to him.

Phil sat quietly, fidgeting a little while Jemma sat next to him doing the same. May returned a few minutes later with a can of ginger ale and a red plastic cup filled with ice. She poured a little and wordlessly hand the cup to Phil. He took a few sips before handing the cup to Jemma and leaning over a little, elbows on his knees, head in his hands.

"Agent Coulson, are you going to be sick?" Jemma asked as she glanced around for a trashcan or something similar which may come in handy in the next minute or so.

"Think so," he muttered as he propelled himself up to his feet and staggered in the direction of his bathroom. He made it without falling and more importantly, just in time. Jemma went back to the lab to get another sedative, something injectable this time.

Not thinking twice May followed him in the direction of the bathroom. Phil tried in vain to close the door behind him but she managed to stick her foot out to prevent that. He gave up on embarrassment pretty quickly as he knelt down. May didn't hesitate to kneel next to him rubbing his back with one hand and reaching to rewet the washcloth with the other. She put the cloth on the back of his neck as he calmed down a little. He finally felt well enough to stand up with May's assistance. He rinsed his mouth, brushed his teeth and sat down on the closed toilet seat.

"Sorry about that," he muttered as he gratefully took the towel May handed him and wiped his face

"Phillip, you have nothing to be sorry for," she assured him.

"Jemma bolt when the puking started?" he asked with a small smile.

"I imagine she went to get something else to calm you down. And I imagine it's not a pill," she teased.

"And the night just gets better and better," he muttered under his breath. "At least we're not doing this at 30,000 feet."

"For that I am glad," May nodded in agreement. She was just about to suggest they leave the bathroom when Jemma reappeared holding a syringe and a more than slightly guilty look on her face.

"I don't suppose that goes in my arm?" Phil asked warily. To say he wasn't a fan of needles was an understatement.

"Technically, the drug can but the needle is a little bigger than I would be feel comfortable putting in your arm, even though I'm sure you're well built for…for," she stuttered along, feeling her cheeks turn red.

"For a man of my age?" Phil teased, echoing what she'd said to him a week earlier.

"Yes?" she whispered. "Sir could we just get this over with quickly?" she asked, clearly getting more uncomfortable by the minute.

"I would love for this to be over," Phil stated. Both May and Jemma knew he was clearly talking about more than the injection.

"This is Compazine. It will settle your stomach and help you relax a bit," Jemma explained as she set the syringe down on the counter and tore open an alcohol pad. At the last minute May decided to leave the room, she felt she and Phil had "bonded" enough so far that night.

Jemma motioned for Phil to turned around and as clinically as possible she pulled down the back of his pajama pants, gave the injection, wipe away the drop of blood and pulled the pajamas back up. Phil let out a breath he didn't know he had been holding.

Jemma turned to leave without a word when Phil grabbed her hand. "Thank you," he whispered.

"You're welcome. Call me if you need anything at all," Jemma said with a smile.

Phil put his hands on her shoulders and pressed a kiss to her forehead. "You get some sleep too."

"I will," Jemma said quietly before turning to leave. She said a quick goodnight to May, grabbed her things and headed towards her own bed.

May busied herself straightening out the covers while Phil finished up in the bathroom. She wasn't sure what to do. She hoped he would just fall asleep and stay that way until morning, but she wasn't holding out any great hope that would happen.

"Planning on tucking me in?" Phil teased as he flicked off the bathroom light.

"If that's what you want," May shot back with a grin. Phil chuckled as he came around the other side of the bed and crawled in, curling up like a little kid. She did pull the covers up much to his amusement. Perching on the edge of the bed she rubbed his shoulder a little as he turned on his side. "Think you can sleep now?"

"I think so," Phil said with a small yawn. He pulled his left hand out from under the covers and grabbed May's hand. A gesture she took to mean he wasn't quite ready to be alone. "I'll stay on your couch," she whispered as he closed his eyes. He nodded a bit.

Ten minutes later when she was pretty sure he was asleep, May turned out the light, crept out of the room. She ran to her room to grab her pillow. It was almost 2:00AM by the time she closed her own eyes. She'd left Phil's bedroom door open and the desk lamp on so she could hear him and find her way around the room if he needed her.

TBC

Reviews/comments are always appreciated.


	2. Chapter 2

Just realized I never put up a disclaimer in Chapter 1. characters don't belong to me, unfortunately.

Thanks so much for the reviews.

* * *

Sleep didn't quite come to Phil as fast as May would have liked. She was reluctant to let herself fall asleep until she heard him settle down. She stayed where she was as she heard him get up and walk around the bedroom. The light from his bathroom flicked on and she heard the rattle of a bottle of pills. The water turned on for a few seconds and then the room went dark again. Part of her wanted to go check on him but she decided to let him be. After all he had called out for her when he first woke from the nightmare. If he needed her, he knew where to find her.

Despite her best effort, may drifted off with Phil still struggling to settle down.

Phil did fall asleep a little before 3:00 AM thanks to the Compazine, two Advil and sheer exhaustion.

May woke up with a start; it took a few seconds for her to remember where she was, and more importantly, why. She sat up and looked around. The door to Phil's room was still open and in the dim light from his desk lamp she could see his sleeping form curled up on the bed.

She couldn't shake the feeling that something just wasn't right. Knowing she'd never get back to sleep without checking on him she stood up and headed to his room. A quick glance at her watch told her it was 3:53 AM, which meant she had been asleep for about an hour and a half. She sent up a quick prayer of thanks for the fact they were safely on the ground. She couldn't imagine trying to make it through the night while piloting the aircraft.

"I'm awake," Phil said, startling her as she had been convinced he was indeed sleeping. He stretched out on his stomach and pulled his left arm out from under the covers. He patted the other side of his bed, a wordless invitation for her to come in and sit down.

"How in the world are you awake? Did you sleep at all? Do you feel okay?" May rambled as she settled herself against the headboard, hugging a pillow to her chest.

"Uh, I don't know, a little, not really," Phil stated carefully after a pause, doing his best to answer the questions in the right order. Not that it mattered all that much, by the time he got around to answering them, May had completely forgotten what she'd asked anyway.

May just started laughing at his reply. She reached over to mess up his normally perfect hair.

"I did sleep a little, I think. I feel like crap," he admitted with a sigh and he rolled over on his side to face her. May pressed her hand against his forehead. He was a little warm but he was also bundled up under the covers.

"Did you get sick again?" she asked. He shook his head. "Nightmare?" Phil shook his head again. "Want me to go back to the couch?" she asked, even though she was pretty sure what the answer to that question was going to be. Once again she got a shake of his head. "Okay, I'll be right back," she said as she pointed in the direction of the bathroom.

While she used the bathroom Phil pushed back the gray comforter on the other side of the bed. He drank a little of the ginger ale and blew his nose.

May came out of the bathroom, not at all surprised to find he'd pushed back the covers. She settled down once again, sitting up against the headboard, pillow clutched to her chest. Leaving the comforter down by her knees was her way of setting limits, drawing a line. Whatever her reasons were went out the window when she realized she was cold. Phil laughed as he helped he pull up the covers, fully understanding the point she had been trying to make.

"Do you plan on going back to sleep or are you just going to stare at me?" May teased.

Much to her surprise, Phil didn't response to her teasing. She leaned over a little to get a look at him. She'd left the bathroom light on and the door ajar so she could see him pretty well in the shadows. He looked incredibly tired, sad and most of all, lost. It broke her heart. Throwing caution to the wind and forgetting about any limits she may have been trying to set, she put the extra pillow in her lap and patted it. Without so much as a second's worth of debate Phil scooted over and set his head down. He took a deep ragged breath, letting it out slowly as he relaxed.

They were quiet for a while. Phil fidgeted a little, trying to get comfortable, eventually settling down. May felt herself relax too as she gently rubbed his back, hoping he would just fall back to sleep.

"Do you know?" Phil asked quietly without looking at her. He was stretched out on his stomach picking at a loose thread on the comforter.

"Know what?" she asked, totally unprepared for what he was about to ask.

"Know what really happened to me?" he asked as he tucked his arms under his chin, still staring straight ahead.

Her hand pulled away from his back and she sat up a little straighter. For a split second she considered pushing the pillow, and Phil away from her. But in reality his question wasn't a surprise. Actually she was surprised it had taken him so long to ask it.

"Do you?" he asked again as he rolled over onto his back, finally looking directly at her in the dim light. "Look at me," he urged.

May took a deep breath of her own and looked down at him. What she saw broke her heart, tears threatened in the corners of his blue eyes and he just looked miserable.

"Yes," she answered simply.

"But you can't tell me?" he whispered.

"No, I can't."

"For my own good?" he guessed, already knowing the answer. May nodded. "When it's appropriate for me to know details can you promise me something?"

"What's that?" she asked as she started to relax again as she realized he wasn't mad, wasn't going to push her to talk. There was a code of things within the agency and questioning them didn't usually end well. If nothing else, Agent Phillip Coulson lived….and died, by the code. May tentatively ran her fingers through his hair messing it up even more. He smiled at the gesture.

"That you'll be the one to tell me," he said simply.

"I will do everything I can to make that happen," she assured him.

"Thank you," Phil whispered as he swiped at the tears which were starting to fall. May moved his hands from his face and gently wiped his eyes with the edge of the blue sheet. In all their time together she'd seen him emotional only a handful of times, this was certainly the first time she'd seen him cry.

Much to Phil's dismay, the first few tears seemed to just open the floodgates and stopping them seemed impossible for a good 5 minutes. May held him quietly as she honestly had no idea what she would say, could she even find her voice. Neither of them was sure exactly what he was crying about, but it didn't matter. What did matter was that he wasn't alone.

When the tears ended May went into the bathroom, got a wet washcloth, wiped his face and let him settle back down with his head in her lap. She gently set the cool cloth on his forehead. Phil gave a small smile of gratitude, not trusting his own voice either.

"Sleep," she whispered.

Phil woke again a little before dawn. Sometime in the previous few hours he'd moved back to his pillow. May was sound asleep next to him, her arm thrown over his chest. He wasn't freaked out waking up next to May; it wasn't like it was the first time they'd shared a bed. There had been more than a few times over the years. Usually at the end of a crappy day, when one or both of them just couldn't bear the thought of being alone. As much as they were both self-proclaimed loners, every once in a while they craved a little human contact. That being said, nothing ever happened.

Phil laid there for a little while, knowing the minute he moved she would wake up. He watched her sleep as he thought about their relationship. They were close friends, but there was never really anything more to it. They acted like brother and sister most of the time, teasing each other but always looking out for each other. That's not to say Phil had never considered a closer relationship, but truth was, he didn't want to date someone who could quite easily beat the crap out of him.

May rolled over, moving her arm and setting him free. He carefully slid out of bed and headed for the bathroom.

May's eyes popped open as she heard the bathroom door close. She listened for a minute to make sure he was okay. She heard a flush and the sound of running water. Satisfied he was fine she rolled over and closed her eyes again to give him time to do whatever he felt comfortable doing, come back to bed, get up, whatever.

Phil pulled on the black hoodie he found on the end of the bed. He crept out of his room and carefully closed the door behind him.

Phil walked to the galley and grabbed the can of coffee from the cabinet. He opened it and caught a big whiff of French roast. His stomach turned a little and he placed the can back on the shelf. He turned on the burner under the tea kettle and reached to find his favorite striped mug he kept hidden on the back of the shelf.

Savoring the solitude of the early morning he sipped his tea and let his mind wander. As was the case recently, his mind wandered to his near death….almost dead…..dead for unknown period of time.. experience. Of course those thoughts did nothing to keep the calm feelings he'd woken up with 20 minutes earlier.

When the tea was gone the plane was still quiet, much to his surprise. But then he realized most of the team had been up rather late. He was sure Fitz had waited up for Jemma to return. The clock on the microwave read a few minutes after 7:00 AM. He thought about waking the team to get ready to take off. But then he remembered, they really didn't have anywhere they had to be. Fury knew how to contact them if they were needed.

A quick lap around the plane did nothing to ease the growing restlessness he was feeling. He went to the cargo bay to talk to Lola for a few minutes. Even that did nothing to hold his attention. He eyed the treadmill but since he was wearing slippers and the idea of walking back up to his quarters to get his sneakers was overwhelming. Even the heavy bag, which had borne the brunt of many of his bad moods didn't hold his attention beyond a few light hearted jabs.

Despite the large open space of the cargo bay he felt the walls closing in. The need for fresh air sent him over to the panel where he was poised to hit the button to open the door.

"The alarm will wake everyone up," came May's voice from the far end of the cargo bay.

"Yeah, didn't think of that," Phil said as he turned around to face her.

May crossed the open area with a mug of coffee as Phil sat down on the bumper of the van. She got a good look at him as she walked towards him. He looked pretty good all things considered.

"Did you get some sleep?" she asked as she sat down next to him.

"Some. Thanks for you know…everything," he whispered as he patted her hand.

"Want some?" asked May as she held the mug out to him. Phil just shook his head and crinkled up his nose.

"I had some tea. Didn't think coffee sit too well on my stomach," Phil explained as he pushed himself up to walk around a bit. May let him wander around while she drank her coffee. He jabbed at the heavy bag for a minute, buffed more invisible smudges off of Lola and in general did little more than wind himself up.

"Still need some air?" May asked when it was clear he was just getting himself more worked up.

"Yeah."

"Hit the door. I'll go explain the alarm to everyone else," May offered.

"Thanks," Phil said with a smile. He grabbed May's hand as she walked past. He gave it a quick squeeze and moved towards the button.

"You want more tea?" May yelled as she hit the button for the door.

"Sure," Phil replied as he hit the door release.

He could practically hear the footsteps of the others running towards the cargo bay as the early morning light crept in slowly as the door lowered. He knew May would stop them, giving him a little more time alone. He wondered how much Fitz, Ward and Skye knew about the events of the previous night. Didn't really matter all that much. Even if they did have questions, they'd probably ask May rather than ask him directly. That fact made him feel both relieved and slightly annoyed.

He stepped out into the morning light. It was pretty chilly so he pulled up his hood and shoved his hands into his pocket. The ground was dry and dusty, the area in which they'd landed was desolate. As far as he could see there were no buildings, cars, or and other signs of human life. He took a lap around and under the plane, marveling as he looked at the awesome piece of machinery SHIELD trusted him with.

The fresh air cleared his head, making him feel a little better. He was still freaked out about the initial nightmare. It wasn't anything he could put into words. And he was glad May and Jemma never asked what it had been about. There was no way he would have been able to put his feelings into words right after waking up. Even now, hours later he still doubted he would be able to make a whole lot of sense.

He sat down on the edge of the ramp and pulled his knees to his chest. A few minutes later he heard the hiss of the automatic door. Listening carefully he heard only one set of footsteps, much to his relief.

"Careful, it's hot," May said as she sat down next to him and handed him his tea, in the striped mug.

"Thanks. How did you manage to come down alone?" he asked with a grin.

"I left the rest of them in the galley making breakfast. I did have to nearly tie Simmons to the kitchen table to keep her from following me out here. She's worried about you. And before you ask, I told the rest that you didn't feel well last night. That's all they need to know."

"I explain some things later, if needed," Phil said as he took a sip of the tea. They sat quietly for quite a while, not feeling the need to talk at all. Phil finished his tea and stood up. He walked about ten feet away from May and started to talk to her without bothering to turn around. "Thank you for not asking me about the nightmare," Phil stated simply.

"Phillip, I've known you long enough to know that you aren't going to talk until you're ready. And when you're ready, I'll be here listening," May offered.

Phil turned around, hands shoved in his sweatshirt pocket, eyes looking down at his now dusty slippers. May got up and walked down the ramp to stand in front of him. She reached to tip his chin up. He reluctantly looked her in the eye.

"It's going to be okay," she whispered as she reached to push the hood off his head.

"How do you know that? Everything's different," he stubbornly whined, squinting against the morning sun.

"Different doesn't mean worse, it just means…"

"Different," he sighed. "I hate different," Phil snorted.

"I know," May teased. "Come here," she said with a grin as she reached up and kissed his stubbled cheek. Much to her surprise he wrapped his arms around her in a big hug. "We should probably go back in, I'm sure they're watching us on the monitor by now," she whispered as she rubbed his back for a second before stepping out of his embrace.

"Probably. Let's go," he agreed as he threw his arm around her shoulders and pressed a kiss to her temple.

To their credit, the rest of the team was still in the galley cooking away. The smell of fresh pancakes and bacon hit Phil as he and May walked down the hallway. He realized he was actually getting hungry. As they stepped into the room all chatter and movement stopped. Exactly what Phil didn't want to happen.

"Good morning," he said, a little too cherrily.

"Good morning, sir," they all chorused together. All looked intently at him, in part waiting to see what he would say and in part staring at him because he didn't normally walk around the plane unshaven in plaid pajama pants and a SHIELD hoodie.

"I'm fine," he assured them, hoping that was enough.

"Good, great, then let's get the food on the table," Jemma announced as she glared at her fellow teammates. Everyone turned back to their tasks as she walked over to Phil and steered him back into the hallway. "How are you this morning, really?" she asked as she took a good look at him. He looked a little tired but other than that he just looked like a slightly rumpled version of himself.

"I'm fine," he repeated. Jemma just raised an eyebrow, letting him know that explanation wasn't going to cut it. "Shot worked, I got some sleep, didn't get sick again."

"Good, good. I still want to check your vitals after you eat," Jemma said in a tone that left little room for arguing.

"That's fine. Now, I think I"m hungry so if we could actually go back in there, that would be great."

"Of course, sir,' Jemma answered as Phil rolled his eyes.

They walked back into the galley where everyone was already starting to eat.

Phil took a seat between May and Jemma, figuring that was the safest place to be. Everyone talked about the previous day's mission and their night "off the grid". Under the watchful eye of the ladies on either side of him, Phil ate some pancakes and a few pieces of bacon.

When the meal was done, Fitz and Ward cleaned up. May when to run through the departure checklist, anticipating they would probably need to take off in the next few hours. Skye stayed in the kitchen to keep the guys company.

"Okay Jemma, let's get this over with," Phil said with a bit of teasing in his voice. He led her towards the lab with her chatting nervously while they walked.

"Have a seat, si…sorry, Agent Coulson," Jemma stuttered.

"You know, you can call me Phil," he teased.

"No, I don't think I could do that, sorry," Jemma replied as she made herself busy grabbing the blood pressure cuff out of her bag.

Phil pulled his arm out of the sleeve of his sweatshirt and held it out to her. She wrapped the cuff around and hit the button. Phil fidgeted as the cuff tightened.

"Sit still," Jemma admonished as she put a hand on his shoulder. He stopped moving and waited for the readout. "Much better than last night," she announced as she held the device so he could read the numbers.

"Am I free to go now?" Phil asked.

"You are quite ready to go," Jemma responded as she put the cuff in her bag.

"Thank you again, for everything," Phil said with a wink and a dip of his chin. He left the lab without another word.

Phil headed back to his quarters, looking forward to a long, hot shower. Much to his surprise he made it to the other end of the plane without running in to anyone. He closed his office door, pulled off his sweatshirt and t-shirt as he crossed the room towards his bedroom. Slippers got kicked off into the corner and the clothes all landed in a heap by the bed.

He stayed under the soothing stream for almost half an hour, a rare occurrence for him; he was usually in and out in under 10 minutes. The water washed away some of the lingering stiffness and cleared his head. When he started to worry about actually draining the hot water on the "bus" he turned off the stream with a flick of his wrist.

"Don't come out naked," he heard May call from his bedroom.

"Thanks for the warning," he called back as he stuck his head out to see what she was doing.

May was picking up the clothes he'd tossed on the floor. "Are you actually a closet slob?" she teased.

"Not really. But I have my moments," Phil admitted. "Do you need something?" he asked as he shifted from one foot to the other, fully aware he was only wearing a towel.

"I'm fine, just checking to see if you need anything."

"Well, now that you ask, boxers would be nice," Phil smirked. He pointed to the correct drawer. May snickered as she pulled a pair and waved them around. "Don't say a word," he ordered as she tossed his Captain America boxers to him.

"I'll be in the command center," May called over her shoulder as she left the room. Phil just shook his head and laughed as he watched her leave.

Standing in front of the sink in his boxers he wiped the condensation away from the mirror so he could shave. The image staring back was a little startling, despite the shower he still looked a little rough around the edges, especially for him. He hoped shaving would help.

Ten minutes later he was much happier with his reflection. Freshly shaven he looked much more like himself. He peeked his head out to make sure he was actually alone. He perused his collection of dark suits before deciding that since they weren't actually on their way to a mission, he'd just throw on something more casual. He pulled out a faded pair of jeans and a well-worn white oxford shirt. He dressed in the bedroom. He used to dress in front of the bathroom mirror but ever since he'd gotten stabbed he found it easier not to get dressed while staring at his reflection.

After combing his hair and brushing his teeth he slipped into his brown suede shoes and headed for the command center feeling back to normal.

May was talking to Command when he arrived. She had a few screens open in front of her. It was clear they were talking about a mission. Phil sat on a stool and listened carefully making some mental notes about what would be needed, what roles his team members would be taking on.

"Copy that," May said before disconnecting the call. "You look better, how do you feel?" she asked as she moved to stand behind him.

"Good…different," he replied simply with a laugh.

She chuckled as she put her hands on his shoulders and pressed a quick kiss to the top of his head.

"Let's go to work," Phil announced as got up to hit the intercom. "We have a mission," he announced.

THE END


End file.
